บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 482. Risk Management2.1 Risk management policyCompany management Intermedical Care and Lab Hospital Public Company Limited focuses on the company having good corporate governance by implementing the risk management process according to guidelines set forth by The Committee of Sponsoring Organization of the Trade way Commission (COSO) used throughout the company. All executives and employees are aware of their responsibility to follow the risk management policy in order to control risks to an acceptable level and allow the company to operate according to the set objectives.(1) Every department is responsible for preparing risk assessment tables, setting risk indicators, and preparing risk-related reports in accordance with Risk management process that the company adheres to(2) Identification and control of risks that affect objectives will be done systematically to keep the risks at a level acceptable to the company.(3) In determining which risks are acceptable risks, such as in cases where the cost of managing the risk is so high that it is not worth it Will the results be obtained or not worth the cost of creating a system to manage or prevent risks or is the risk beyond control. The Company's control is caused by external factors that cannot be controlled and must be approved by the Board of Directors.(4) When employees see or become aware of a risk that may have an impact on the company, they must immediately report the risk to those involved. to continue management(5) Compliance with this risk management policy must be strictly and continuously under the supervision of the company's management.(6) There is risk management throughout the company with participation of employees at all levels in the company and it is managed systematically and continuously. Establish a risk management process that is standardized throughout the company.( 7 ) There must be follow-up and evaluation of risk management that is regularly reviewed and improved, with risk management being a part of normal operations2.2 Risk factors for the company's business operations2.2.1 Risk from shortage of medical personnel and specialized professional personnelProviding health examination services must rely on qualified medical personnel in related fields. which can currently be produced in limited quantities together with the impact from the expansion of medical services and related businesses This results in a continuous demand for qualified and experienced personnel to join the organization. Such personnel will need time to develop appropriate knowledge and abilities. Therefore, the company may be at risk of a shortage of medical personnel and specialized professionals in the future. The company uses the following numbers of specialized personnel and general operating personnel.43
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 49position2021 2022 2023regular temporary regular temporary regular temporaryphysician 5 316 5 246 5 276nurse 3 800 3 242 2 415laboratory staff 5 - 8 - 4 -medical technology 3 10 4 - 3 -However, the company's business fluctuates according to the seasons. The company therefore employs medical personnel and specialized professional personnel outside of hours. In order to manage costs more efficiently The company uses out-of-hours medical personnel to perform on-site inspections. The health examination unit is a job that takes a short time and is not continuous in each job. In addition, the company plans to provide services in advance to reduce risks in recruiting various personnel. As a result, they may face less shortages of medical personnel than general hospitals. It consists of the company setting appropriate compensation and welfare policies for personnel.As for the company's medical personnel and specialized professional personnel, The company has created a good working atmosphere and hygiene. In addition, the company has a policy to train medical personnel and specialized professional personnel of the company in order to enhance their working skills and develop continuous learning. in various aspects This will result in personnel becoming attached to the organization. In addition, the company has a network of medical personnel. which can be invited to work in cases where personnel shortages are encountered From the above policy The company believes that it can help reduce the risk of shortages of medical personnel and specialized professionals.2.2.2 Risk of being suedUsers of health examination services and users of hospital treatment services Can sue personnel and hospital operators or the company and its subsidiaries If there is a mistake or dissatisfaction with the service As well as if the results of the health examination and treatment results are incorrect. It also includes being sued regarding the performance of duties by professional personnel such as doctors and professional nurses. medical technology radiologic technologist and environmental academics, etc., with the risk of potential lawsuits from customers. and those overseeing the business of the group of companies, such as the Ministry of Public Health and the Ministry of Industry, etc.To control such risks The company and its subsidiaries place importance on quality and standards. Including steps and processes to provide services correctly and in accordance with relevant criteria. In addition, the Company and its subsidiaries use modern and standard equipment along with skilled personnel to reduce errors that may occur. along with also bringing the system ISO 15189:2012 and ISO 115190:2003 to apply in management and currently the laboratory of the group of companiesSystem certification ISO 15189:2012 and ISO 115190:2003 Medical operating room From the Bureau of Laboratory Standards Ministry of Public Health In October 2021, the Company and its subsidiaries also evaluate the quality of services 44
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 50and the satisfaction of service recipients. and in the area of various professional personnel To reduce errors that may occur The company has announced duties. responsibility and including the penalties for working outside the premises It is clearly written. Which has content to check the accuracy of various professional personnel. and the nature of duties of each profession strictly before providing services and while providing services in order to increase the tightness of service to the company's customers and to reduce the risk of being sued by public health in each area and customers2.2.3 Risk from competition in businessIn the business of providing health check services Thailand is considered an important production base. This gives the health examination business an opportunity to grow continuously. Due to health examinations, there is a law requiring entrepreneurs to provide pre-employment health examinations and continuous annual health examinations at least once a year for employees working with risk factors. and private hospitals merging to achieve economies of scale and expanding services to cover more areas, including investment in medical tools and equipment Improving and developing services and public relations of various hospitals to attract customers From the above factors, the health examination business is highly competitive. which causes price competition and may affect the company's profits. However, since the company has been in the business of providing health check services for over 28 years, the company has high experience and expertise in providing health check services and analyzing test results. and income from services has grown gradually The company is able to provide services at many points throughout the country. Moreover, the company has expertise in providing services to a relatively large number of customers. As a result, the use of tools and materials has increased. which increases bargaining powerDistributor for the company In addition, the company has continuously developed the quality of personnel along with medical and laboratory tools and equipment. Equipped with x-ray vehicles, able to provide services covering the entire country. In order to raise the standard of service to a higher level, the company also has advertising to make the company more well known. Including to enhance the image From the above reasons, the company is confident that it can compete effectively with its competitors.2.2.4 Risk from seasonal income fluctuationsThe Company's medical service business consists of medical service business such as annual health examinations before employment for foreign workers. and risk factors Including the hospital business. In the first quarter of 2022 compared to the same quarter last year. The increase in income was due to the expansion of the company's hospital business. and more efficient cost management Because during 2022 the COVID-19 epidemic situation improved, hospitals began to return to normal. There was an increase in inpatient treatment for general diseases in the 2nd quarter of 2022 compared to the same quarter of the previous year. The reduced income is income related to COVID-19, such as service fees for COVID-19 testing.In 2023, the majority of income comes from hospital operations, consisting of medical treatment income, room fees, medicine fees, etc.4645
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 51The income of the company and its subsidiaries in each past quarter is as follows:However, the company places importance on reducing seasonal risks from off-site health check-up revenue. which during the year Company shares have been purchased. Mahesak Hospital Co., Ltd. has increased income from hospital operations. There is an expansion of the social security patient base. More national health insurance Strategies are laid out and management styles changed in the group of companies. to achieve maximum efficiencyAs mentioned above, there are risks from seasonal income fluctuations. in the company's business This may affect the company's net profit as well. The details of net profit separated by quarter are as follows:0.50.100.150.200.250.300.350.400.ไตรมาส 1 ไตรมาส 2 ไตรมาส 3 ไตรมาส 442.5213.44382.38304.32249.56185.08148.3256.87127.54158.33169.62 214.13หน่วย : ล้านบาทงบการเงินรวม- รายได้จากการบริการ2564 2565 2566-60.-40.-20.0.20.40.60.80.100.120.140.160.180.200.220.ไตรมาส 1 ไตรมาส 2 ไตรมาส 3 ไตรมาส 4-14.8591.78206.38139.38106.4572.6840.75-46.7828.85 30.63-17.41 -20.31หน่วย : ล้านบาท งบการเงินรวม - ก าไร (ขาดทุน) สุทธิ2564 2565 256646
3. Driving business for sustainability3.1 Sustainability Management Policy and GoalsIntermedical Care and Lab Hospital Public Company Limited (“Company” or “Hospital” or “IMH”) recognizes and places importance on operating business under the principle of sustainable development. By taking into account the creation of values in 3 aspects: economic, social and environmental. on the basis of good corporate governance to create stable and sustainable growth for the company which has the following guidelinesSustainability Development Sustainability Development StrategyGuidelines for sustainable developmentTarget1. Economic 1. The company gives priority to operations to achieve sustainability in every process throughout the business chain. as well as promoting and supporting stakeholders Throughout the business chain, we operate in accordance with sustainable development guidelines. to create value and growth for the Company in the long run2. The company is committed to conducting business with fairness. Value and respect for human rights. Treatment of customers, partners, trade competitors and labor equally and fairly Be responsible to consumers Give importance to the health and safety in the workplace of employees. Create awareness and encourage employees to take care of the environment. Along with the development of communities and society for a better quality of life.3. The company has a management system that is efficient, transparent, concise, verifiable, and has good governance. by requiring business ethics Anti-Corruption Policy There is a standardized internal control and internal audit process. to build confidence among the Company's stakeholders4. The company gives importance to comprehensive risk management in every work process Set guidelines for managing and continuously monitoring the results of risk 1.Good corporate governance The company is committed to conducting business with transparency, fairness and responsibility to all groups of stakeholders. so that every step of the operation can be traced along with adhering to laws, rules, regulations, methods, including policies, rules, announcements, and orders of the Company that are relevant, such as corporate governance risk management Anti-Corruption The use of inside information of the company and whistleblowing, etc.2. Focus on quality control of medical services and medical services to meet international standards and professional ethics1. The company has disclosed the operation of good governance completely.47
management. to increase opportunities and reduce losses in business operations5. Recognize and protect personal information and the privacy of those involved. by providing a personal data protection policy And put into practice in the operation with stakeholders.2. Social aspect 1. The company promotes participation in community and social development for strength and sustainability. by participating in various activities in education, religion, sports, human resource development employment promotion and organizing various community development projects, etc.2. Create satisfaction for employees and communities living around the Company's business areas. 3. The Company promotes the practice of human rights principles as recognized and protected by the Constitution of the Kingdom of Thailand, taking into account rights, liberties, equality and nondiscrimination against persons with differences in gender, age, race, religion, color. skin and beliefs, etc.1. Customer service by providing quality and standardized care including giving advice, etc.1. Promote the image of the organization to be known to outsiders.2.Increase social responsibility (CSR) activities and projects by allowing employees at all levels and stakeholders are involved.3. Environmental 1. The company treats employees with fairness. Employees are regarded as an important factor in creating value and driving business. The company therefore has to take care of the workingenvironment. encourage happiness in order to have a good quality of 1. To create an understanding of both positive and negative impacts on the environment from activities.2.Promoting culture in the organization for all employees to be aware and participate in inventing and seeking ways to use resources and energy. as well as emissions of 1. Can reduce the environmental impact of reducing carbon dioxide emissions every year.48
life and giving importance to potentialdevelopment training to increasework skills and provide equal opportunity for growth2. The company gives importance to environmental quality management. as well as promoting the prevention and reduction of environmental impacts caused by the Company's operations such as wastemanagement, waste, greenhouse gases, etc.3. The company gives importance to the management of safety, occupational health and environment in the workplace of employees. and covers the Company's stakeholderswaste and greenhouse gases in order to prevent, control and minimize the impact on the environment, community and society.Review of sustainability development policies and strategiesThe company will regularly review the policy and strategy. to be consistent with the practices and standards of the organization's operations and aligned with the Sustainable Development Goals (SDGs) of the United Nations.3.2 Managing the impact on stakeholders in the business value chain 3.2.1 business value chainThe hospital delivers value to stakeholders from upstream to downstream. to create health innovations sustainable well-being and environment balance through the use of digital technology in the management and support of businesses To increase the opportunity for service recipients to access modern medical and health services comprehensively and equally in the long term.3.2.2 Stakeholder analysis in the business value chainThe company analyzes and identifies key stakeholder groups. including incorporating stakeholder expectations and concerns into sustainability plans and key issues There are channels to create participation and ways to respond to the expectations of all groups of stakeholders as follows.49
Creating Engagement Expectation Response ResultShareholders / Investors•Annual General Meeting of Shareholders 2013-1 One Report•Analyst meeting•Announcement of operating results every quarter.•Disclose information through the SET, website, telephone, email, annual report•Report information to the Stock Exchange of Thailand completely. and according to the specified time•Business performance, growth, stability and profitability.•Good Corporate Governance Management with transparency and can be checked•Proper dividend payment.•Regular disclosure of important information of the Company.•Manage risks to be ready for change and drive sustainable growth in the future.•Develop potential and expand business lines to continuously grow in order to generate maximum return on investment for shareholders. and longterm return on investment•Conduct business under the principles of good corporate governance, transparency, fairness and compliance with business ethics.•Providing operational information through the Annual Report 56-1 One Report, both in Thai and English. and English•Systematic, concise and prudent risk management in order for the Company to have sustainable growth covering economy, society and environment•Company performance keep growingBusiness competitors•Meeting to discuss with the management.•Treat competitors fairly.•Do not buy competitors' personnel.•Comply with business ethics.•Participate in meetings with the management, provide information, suggestions, and cooperate in implementing meeting resolutions.•No business disputes.Partners • Compliance with trade conditions• Equality in doing business. There is a procurement process, contract, • Sale contracts and procurement and treat all trading partners according to the procurement policy with equality and fairness•No complaints were found.•No corruption issues were found.50
•Quarterly selection and evaluation of suppliers' performance.•Listening to opinions, suggestions and receiving complaints. through the complaint channel by mail to the Audit Committee•Communication through electronic media and telephonememorandum of agreement in an appropriate, transparent and fair format.• Conduct business with transparency, ethics and good conduct.• Respect human rights and treat one's own labor fairly. Responsible for society and the environment• Comply with trade conditions. and fulfill the contract• Pay according to the conditions, on time, within the specified period.• Keep partners secret•Trade partners have confidence in the Company's operations.Employee•Performance Evaluation•Listening to opinions, suggestions and problems of employees through various channels such as Group Line IMH where executives and employees participate 100%.•Continuous training and personnel development.•Promote the health of employees.•Internal meetings such as meetings of the Safety, Occupational Health and Work Environment Committee•Appropriate and fair compensation and welfare. and career growth opportunities•Stability and career advancement.•Treat employees with equality and fairness. by adhering to human rights principles•Promote the creation of learning and development of abilities. and their own potential•Participation in opinions.•Good working environment.•Fair and appropriate remuneration and welfare. Satisfied with the staff•Improve the working environment to be correct according to the principles. It is safe and conducive to work.•There is a protection measure. and protection of whistleblowers•Zero occupational illness rate.•Average training hours of employees 6 hours/person/yearCustomer / Service Receiver•Annual service satisfaction survey.•Quality service, convenience, communication channels. clear inspection service fair and reasonable price•Obtain accurate and clear information.•Be ethical, responsible, maintain the confidentiality and privacy of service users.• Provide quality medical services. Comply with regulations, laws and treat all service recipients equally without discrimination.• Develop quality services• Listen to problems and solve problems quickly.•Satisfaction survey results of service recipients were at a very satisfied level of 95 percent.51
•Organize customer relations activities / marketing activities to continually meet with customers• Offer modern services and technology. in order to fully satisfy customersGovernment agency•Meet, talk, clarify• Compliance with the law and other regulations Related• Strictly conduct business activities properly and appropriately in accordance with relevant laws and regulations.• No complaints were found.• No corruption issues were found.Community and environment• Participation in community and social development. Organize activities to support and create engagement between the hospital, community and society.• Support the well-being and create a good quality of life for people in the community.•Supporting public activities • The community and society accept and support the activities of the hospital.52
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 523.3 Sustainability management in the environmental dimension3.3.1 Environmental policies and practicesThe company conducts business on the basis of environmental responsibility. and reduce environmental impacts caused by human actions both directly and indirectly To create mutual benefits among employees at all levels in the organization and to demonstrateresponsibility towards society, communities, and stakeholders The guidelines are as follows1. Continuously create awareness of environmental responsibility among employees at all levels.2. Conduct business with the least impact on society, the environment, and the quality of life of the people.3. Conduct business responsibly towards the environment and society. By giving importance towards the selection or development of products, services, processes, and work methods that promote the use of natural resources for maximum benefit. Environmentally friendly, save energy and reduce waste under the 3Rs concept, including reducing use (Reduce), reusing (Reuse) and reusing (Recycle) to reduce the impact from Business operations of the group of companies Stakeholders and society4. Communicate, train, and create knowledge, understanding, and awareness of the roles and responsibilities that the company's employees must participate in environmental management to achieve the organization's goals.5. Communicate policies and guidelines to those involved in the group's business operations. To realize the importance and conduct of business correctly in accordance with legal standards. and environmental guidelines set by the company3.3.2 Environmental performanceEnergy managementThroughout the past, the Company has continuously implemented energy conservation measures every year. and awareness of energy use and conservation is strengthened. by allowing executives, employees, and those who come to use the service Inside the hospital building Walk up and down 1-2 floors of stairs instead of using the elevator. and campaign for employees to turn off the water, lights, and air conditioners every time they stop using them. Including turning on the air conditioner at a temperature of 25 degrees There is also the beginning to use LED energy-saving light bulbs to replace the light bulbs that have been used for a long time. Installed inside the hospital and adjust the lighting to suit the areaIn addition, the company has begun installing solar cells on the rooftops of 5 hospital parking spots with the hope that electricity costs will be reduced more than using electricity from government agencies alone. 53
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 53The company has electricity consumption in 2023 in the amount of 2,352,596 kilowatts, an increase from 2022 of 1,847,974 kilowatts, accounting for 366.21 percent. In 2022, there was an amount of electricity used in the amount of 504,622 kilowatts when comparing the costs of electricity use in In 2023, the amount was 12.09 million baht, an increase from 2022 in the amount of 9.42 million baht, or 352.81 percent. In 2022, there were expenses from electricity use in the amount of 2.67 million baht.Electricity costs in 2023 increased because the company recognized electricity costs from IMH Thonburi Hospital and IMH Silom Hospital. 0.502.35 2.6712.09024681012142565 2566หน่วย : ล้านเปรียบเทียบปริมาณการใช้ค่าไฟฟ้าปี2565 - 2566จ านวนหน่วย ค่าไฟฟ้า (บาท) 54
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 53water management The company has a campaign for employees and those who use the hospital to give water economically. By turning off the faucet every time when not in use. In addition, the company There is also maintenance of the water supply system to be efficient and always in a ready-to-use condition.Garbage, waste and pollution management Important hospital hazardous materials and waste include syringes and sharp objects, chemical waste, and infected medical waste. The Company has established standards for waste separation. wearing protective equipment Guidelines for use in case of spillage Including scheduling the transport of infectious waste and transporting it in closed containers. Including training of relevant personnel. To reduce the risk that may occur. The Company hires outside companies that are certified in the management of solid waste and infectious waste according to relevant standards and laws to carry out the disposal. The Company systematically manages garbage and waste in the business process according to the 3R principles ( Reduce Reuse Recycle) has an efficient waste sorting system according to type. Along with creating awareness and participation with those involved. To reduce waste disposal by landfill in 2023 The company has a total of 53,776,68 kilograms of trash and waste. Environmental quality in the office and around the establishment is measured at least once a year. In 2023, it was found that air quality standards, odors, noise, and lighting were within normal limits as required by law. and no chemical leaks were found from business operations.Management to reduce greenhouse gas problemsThe company places importance on energy resources to be most beneficial and worthwhile In the treatment of medical treatment and medical services of the company May cause very little greenhouse gas. Therefore, there has not yet been a process for measuring the generation or release of greenhouse gases. The company Begin to focus on management to reduce the problem of direct and indirect greenhouse gas emissions. Expect to start planning Set measures and guidelines within 2 0 2 4 . However, the company intends to reduce greenhouse gas emissions in order to reduce pollution in hospitals.55
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 52The company has tap water usage in 2023 in the amount of 46,102 cubic meters, an increase from 2022 of 40,555 cubic meters, accounting for 731.12 percent. In 2022, tap water usage was 5,547 cubic meters when comparing costs from water use. Water supply in 2023 amounted to 373,833.94 baht, an increase from 2022 of 233,881.62 baht, or 167.12 percent. In 2022, there were expenses from tap water use of 139,952.32 baht.The water bill in 2023 increased because the company recognized the water bill from IMH Thonburi Hospital and IMH Silom Hospital. 5,547 46,102139,952.32821,308.360100,000200,000300,000400,000500,000600,000700,000800,000900,0002565 2566เปรียบเทียบปริมาณการใช้น ้าประปาปี 2565 - 2566หน่วย (ลูกบาศก์เมตร) ค่าน ้าประปา (บาท)56
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 52The company has the amount of infectious waste in 2023 in the amount of 53,776.6 8 kilograms, an increase from 2022 of 4 2,2 9 7 . 6 8 kilograms, accounting for 3 6 8 . 4 8 percent. In 2022, there was an amount of infectious waste of 1 1,479 kilograms. When comparing the cost of disposing of infectious waste in In 2023, the amount was 335,965.10 baht, an increase from 2022 in the amount of 218,212.15 baht, or 185.31 percent. In 2022, there were expenses for disposing of infectious waste in the amount of 117,752.95 baht.The cost of infectious waste in 2023 increased because the company recognized the cost of infectious waste from IMH Thonburi Hospital and IMH Silom Hospital11,47953,777117,752.95335,965.10050,000100,000150,000200,000250,000300,000350,000400,0002565 2566เปรียบเทียบปริมาณ/ค่าขยะติดเชื้อปี 2565 - 2566หน่วย (กิโลกรัม) ค่าขยะ (บาท)57
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 523.4 Sustainability management in the social dimension3.4.1 Social policies and practicesThe company conducts business with consideration to social responsibility. throughout the business chain By adhering to management according to the principles of morality and ethics. There is transparency in management. reliable In addition, the company Pay attention to compliance with various standards. that are properly and appropriately related to safety, security, hygiene, and the environment3.4.2 Social performanceHuman rights management and labor practicesThe company is committed to treating employees, patients, and recipients with care. Serve everyone with equality, fairness, and respect for one another. Equal treatment without considering differences in gender, religion, culture, race, and violation of sexual rights. Including economic statusProject to improve the quality of life of vulnerable groups in society1.Extend the work life of retirees. In 2023, there will be 5 retirees and 5 people will extend their work life by 100, considering voluntariness as an important factor. Secondary factors considered are beauty and many more. Notice of work in advance.2.Take care of disabled people. In 2023, the company will hire 2 full-time employees.The company adheres to human rights principles from hiring to caring for employees and personnel. To make all employees and personnel feel connected as one family to the organization. In 2023, the company has important employee operations as followsEmploymenttypeTotal number of employeesIMH IMH ThonburiIMH Silomfemale employee 110 181 144male employee 41 33 32Disabled employee 2 0 0Total 153 214 176Personnel responsibility managementThe company considers employees to be important resources in driving the organization to success. and taking care of employees to make them bond with the organization. The company has a policy to develop personnel to have knowledge and ability to work with the company in the long term and have career advancement. Provide regular training at all levels in each department The company has a goal of managing responsibility for personnel. It consists of an average of not less than 12 hours of training per person per year. Promote safety, occupational health and working environment according to goals. The accident rate and occupational illness rate are zero Create quality of life and well-being Create a bond Motivate and retain talented employees according to goals The turnover rate is less than 1 0 percentIn 2023, training and development of knowledge and understanding of personnel are as follows1. New employee orientation Service standards of IMH Hospital Group2. Using the X-Ray program machine3. Using the LIS program4. Basic hearing test5. Let's get to know IMH Thonburi better6. IMH Thonburi quality standards system7. Work regulations8. Compensation and welfare payment system9. Important policies of the organization58
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 53Safety, occupational health and working environmentThe company has established a safety, occupational health and working environment committee. which consists of middle management and general employees To consider the working conditions of personnel There is a meeting once a month toconsider safety and good occupational health conditions in the workplace. which will be a factor for happiness at work, etcIn 2023, training and development of knowledge and understanding of personnel are as follows1. Basic firefighting training fire drills and fire evacuation drills2. Safety training according to hospital standards, courses Preventing infection in hospitals initially3. Training on continuous quality development (CQI)4. Basic Life Support Training5 . Training on using the elevator Basic solutions and rescue of people stuck in elevatorsEven though the company Never experienced a serious fire problem. But are aware of the risks that may occur. Therefore, a fire prevention and suppression plan was established. Including basic fire fighting training for personnel in various departments. Every year and practice evacuating and moving patients in simulated situations To prepare for real situations that may occur in the futureIn addition, the company There are also measures to support fire safety, including providing signs showing fire escape routes and the location of equipment. Providing fire extinguisher cabinets and mobile chemical tanks for dealing with emergencies. and fire drills, etc.In 2023, the company continues to develop and improve the efficiency of safety operations to reduce the risk of illness, injury, or death. and take care of the quality of life of employees or employees appropriately and there were no incidents of workrelated injuries or sickness rates among employees. The details are as follows.ปี ร้อยละ2021 0.002022 0.002023 0.00Creating employee engagementIn 2023, the company had 7 percent of employees voluntarily resign from work (Turn over rate).59
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 54Responsibility for service recipientsManagement of responsibility for service recipientsThe company creates a good experience for service users in adapting to the digital age. For convenience and speed, service recipients can check their own health examination results at the Workplaze Application via mobile phone, which leads to the delivery of valuable medical services to the service recipient The Company has continuously developed services to meet customer satisfaction with responsibility, honesty, and ethics. In 2023, the Company received excellent levels of customer satisfactionCommunity involvementCommunity participation managementThe company conducts business with responsibility to the community and society. By giving importance to reducing environmental impacts and avoiding operations that may create a negative impact on the quality of life of communities around the establishment. In 2023, there were no complaints from the community regarding social or environmental issues. In addition, the company It also plays a part in developing the quality of life and promoting participation with the community. In 2023, the company has activities with the community as follows.participation with the community. In 2023, the company has activities with the community as follows.• On National Children's Day 2023, the Social Responsibility Working Group Scholarships were given For students of Wat Kamphaeng School, Bang Waek Road, Bang Waek Subdistrict, Phasi Charoen District, Bangkok.• Ms. Poramaporn Pavarojkit(Chairman of the Social Responsibility Working Group)Along with the group, they joined in making merit by offering the Tri cloth. and feed the monksAt Wat Arun Ratchawararam Ratchawaramahawihan60
4r4. Management Discussion and Analysis : MD&AIntermedical Care and Lab Hospital Public Company Limited (“the Company”) would like to inform the performance and analysis of change in operating results from the consolidated financial statements of 2023as follows:1. Consolidated Statements of Profit or Loss and Other Comprehensive IncomeMillion Baht % Million Baht % Amount %RevenueRevenue from operations 183.60 27.13 188.72 28.98 (5.13) (2.72)Revenue from hospital operations 486.02 71.83 451.11 69.27 34.91 7.74 Others 7.04 1.04 11.37 1.75 (4.33) (38.08)TOTAL REVENUES 676.65 100.00 651.20 100.00 25.45 3.91EXPENSESCost of service 114.60 16.94 119.83 18.40 (5.24) (4.37)Cost of hospital operations 312.34 46.16 185.01 28.41 127.33 68.82Distribution cost 17.10 2.53 20.33 3.12 (3.23) (15.88)Administrative expenses 161.65 23.89 103.98 15.97 57.67 55.47TOTAL EXPENSES 605.68 89.51 429.15 65.90 176.53 41.13PROFIT (LOSS) FROM OPERATING ACTIVITIES 70.97 10.49 222.05 34.10 (151.08) (68.04)Financial costs 36.49 5.39 10.82 1.66 25.67 237.18Profit (loss) before income tax expenses 34.48 5.10 211.23 32.44 (176.75) (83.68)Tax expenses (Tax income) 12.73 1.88 38.12 5.85 (25.40) (66.62)Profit (loss) for the period 21.75 3.21 173.10 26.58 (151.35) (87.43)Consolidated Financial Statements 2022 2021 ChangeFor Year61
➢ RevenueService IncomeIn the year of 2023, Total service income was THB 669.61 million(net from deduct related transaction), which consisted of THB 183.60 million from the income from medical services, THB 486.02 million from the income from hospital operations.Income from medical servicesIn the year of 2023, Total income from medical service was THB 183.60 million which decreased 2.72% by THB 188.72 million from last year. The decrease in revenue in 2023 was covid-19-related income. For example, service for COVID-19 testing, etc.Revenue from hospital operationsIn the year of 2023, Total income from hospital operation THB 486.02 million which increased 7.74 by THB 451.11 million. During 2023, there is investment in a new hospital project. By purchasing the company's common shares Mahaesak Hospital Company Limited which completed on May 31, 2023. The Company has brought the financial statements of the subsidiary to prepare the consolidated financial statements from May 31, 2023 onwards.➢ Other incomeIn the year of 2023, the Group had other income equal to THB 7.04 million, decreased of 38.08% from THB 11.37 million, consisting of interest income, profit from selling investment units, etc.➢ Cost of serviceIn the year of 2023, the Company has cost of sales and services equal toTHB 426.93 million (net after deducting inter-company items), comprising Cost of medical servicesIn the year of 2023, the Company has cost THB 114.60 million which decreased 4.37% by THB 119.83 million. The decrease in costs corresponds to lower revenues.Cost of hospital operationIn the year of 2023, the Company has cost THB 312.34 million which increased 68.82% by THB 185.01 million.Most of the increased costs It is the cost of hospital operations of Mahaesak Hospital Company Limited62
➢ Distribution costs and administrative expensesIn the year of 2023, the Company has distribution costs were THB 17.10 million, which decreased 15.88% byTHB 20.33 million, and administrative expenses were THB 161.65 million, which increased 55.47% by THB 103.98 million. Due to the purchase of shares in Mahaesak Hospital Company Limited which has various operating expenses. such as assessment costs Legal advisory fees, etc. Including setting up allowance for debt. According to the principle of caution from receiving future debts for the cost of COVID-19 disease diagnosis and treatment in 2021 - 2022, which the company always followed up regularly.➢ Cost of FinanceIn the year of 2023, the Company has financial cost was THB 36.49 million, which increased 237.18% by THB 10.82 million. During the year 2023 there was a loan from a financial institution in the amount of 800 million baht to purchase common shares of the company. Mahaesak Hospital Company Limited.2. Statement of financial positionAs of December 31, 2023, the consolidated financial statements have total assets of THB 2,034.54 million, which increased by THB 940.07 million from the previous year and total liabilities of THB 1,204.43 million, whichincreased by THB 940.14 million from the previous year. The main changes in assets and liabilities are cash and cash equivalents, goodwill, long-term loans from financial institutions and Other non-current provisions.The reason is that the group's cash and cash equivalents were 73.60 million baht, a decrease from 79.62 million baht from the previous year, goodwill of the group was 966.56 million baht, an increase from 850.30 million baht from the previous year, and long-term loans. Financial institutions of the group were 787.50 million baht (the portion of long-term loans due within one year were126 million baht). During the year 2023 there was an investment 63
in purchasing shares of Mahaesak Hospital Company Limited 3.2 million shares or 79.97 %, amounting to THB 879.62 million, with part of the source of funds coming from borrowing money from a financial institution in the amount of THB 800 million, including investment in construction projects IMH Bearing Hospital by paying for the land surface. and construction design costs totaling approximately THB 52 million.Other non-current provisions of THB 36.80 million because the subsidiary Mahaesak Hospital Company Limited had been notified the results of the examination of the use of medical services in the case of high-cost diseases in 2015 and 2022 by the random data checking for medical services from the Social Security Office. The Social Security Office had found the incorrect percentage of AdjRW from the amount that the hospital should receive. But the subsidiaries were able to proceed with the dispute according to the period specified by the Social Security Office.➢ Shareholders’ equityAs of December 31, 2023, the consolidated financial statements have shareholders' equity equal to THB 830.10 million, details of which are shown in the table below:As of December 31, 2023, the Group's consolidated financial statements Have a non-controlling interest equal to THB 8.48 million.31/12/2023 31/12/2022 31/12/2023 31/12/2022Authorized Share Capital - par value Baht 0.50 eachRegister share capital - Ordinary share 215,000,000 shares 107.50 107.50 107.50 107.50Issued and paid-up share capital - Ordinary share 215,000,000 shares 107.50 107.50 107.50 107.50Share premium on ordinary share 262.69 262.69 262.69 262.69Premium on treasury shares 0.00 0.00Retained earnings:Appropriated - Legal reserve 10.75 10.75 10.75 10.75Appropriated - Treasury shares reserve 13.26 13.29 13.26 13.29Unappropriated 440.69 449.04 24.74 84.06Treasury shares (13.26) (13.29) (13.26) (13.29)Total attributable to company's shareholders 821.63 829.98 405.69 465.00Non-controlling interests 8.48 0.19 - - Total Shareholder's Equity รวมส่วนของผถู้ือหุ้น 830.10 830.18 405.69 465.00SHAREHOLDER'S EQUITY Consolidated Financial Statements Separate Financial StatementsUnit : Million Baht64
➢ Highlight of Financial RatioDescriptionConsolidated Financial Statements31-12-23 31-12-22Gross profit margin (%) 36.24 52.36Ebitda margin (%) 15.00 39.60Net profit margin (%) 3.21 26.58Debt to equity ratio (times) 1.47 0.32Return on equity (%) 2.63 20.67In the beginning of 2023 the company entered into an agreement to purchase the company's shares. Mahaesak Hospital Company Limited. The purchase was completed on May 31, 2023 and became a subsidiary. As a result, the group's assets and liabilities increased significantly from the hospital business in terms of income, costs, and selling and administrative expenses. There was a restructuring within the company, changing from “Mahaesak Hospital” to \"IMH Silom Hospital\". Which is currently a secondary patient referral service unit in the National Health Security Office and the Social Security Office which has a main customer base It also provides services to general patients. Users of health and accident insurance rights, including traffic accident patients. disbursed according to the Central Act according to the business growth plan Will advance to a hospital that takes care of NHSO patients and has social security rights. Most are in the southern Bangkok area. Providing services in hospitals and primary care clinics in the network. It is expected that in 2024 it will significantly increase the profits of the group.Risks of Hospital BusinessThis is because most of the hospital's revenue has to be billed by the government. If the guidelines are adjusted. the company's disbursement policy must comply with and delayed debt repayment. At present, the amount owed will be due to the COVID-19 pandemic. Because it requires approval to allocate additional budgets. The Company needs to adjust its business strategy to reflect the changing circumstances. The company has set aside 31.43 million baht for COVID-19. Such provisions do not affect normal hospital transactions.65
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 575. General Information and Other Importance Information5.1 General informationHEAD OFFICEIntermedical Care and Lab Hospital Public Company Limited or \"Intermed Hospital\"Type of Business : Operates a private hospital, providing health check-up services both on and off site.Medical Facilities : Specialized HospitalsNumber of beds : 3 bedsHead Office Location : 442 Bangwaek Road, Bangwaek, Phasi Charoen, Bangkok 10160Company Registration Number : 0107561000269Registered capital : 107.50 million baht to 107.50 million ordinary shares Baht 0.50 per share fully paidStock Exchange Start Date : 26 December 2019Public Limited Company Registration Date : 18 December 2019 – 20 December 2019Abbreviation : IMHWebsite : www.imhhospital.comPhone : 02-865-0044-49FAX : 02-410-4756Branch Offices (1)Office Location : 444 Bangwaek Road, Bangwaek, Phasi Charoen, Bangkok 10160Website : www.imhhospital.comPhone : 02-865-0044-49FAX : 02-410-4756Branch Offices (2)Intermed Medical Clinic, Pathum Thani BranchType of Business : Operates a private hospital, providing health check-up services both on and off site.Office Location : 9/28 Moo 19, Klong Nung Subdistrict, Khlong Luang District, Pathum Thani Province 12120Website : www.imhhospital.comPhone : 02-529-3536Branch Offices (3)Intermed Medical Clinic Siam Eastern BranchType of Business : Operates a private hospital, providing health check-up services both on and off site.Office Location : 60/31-32 Village No. 3, Mapyangphon Subdistrict, Pluak Daeng District, Rayong Province 21140Website : www.imhhospital.comPhone : 038-891-841-266
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 58Branch Offices (4)Intermed Medical Clinic, Chonburi Branch 1Type of Business : Operates a private hospital, providing health check-up services both on and off site.Office Location : 117/12-14 Village No. 6, Don Hua Lo Subdistrict, Mueang District, Chonburi Province 20000Website : www.imhhospital.comPhone : 038-454-417-9Branch Offices (5)Intermed Medical Clinic, Chonburi Branch 2Type of Business : Operates a private hospital, providing health check-up services both on and off site.Office Location : 126/11-13 Village No. 3, Nong Tamlueng Subdistrict, Phan Thong District, Chonburi Province 20000Website : www.imhhospital.comPhone : 033-001298-99General information about subsidiaries and indirect subsidiariesSubsidiary companyAccufas Lab Center Company Limited or IMH Thonburi HospitalType of Business : Providing medical services from the operation of IMH Thonburi Hospital, 100 bedsOffice Location : 442 Bangwaek Road, Bangwaek, Phasi Charoen, Bangkok 10160Company Registration Number : 0105540029193Registered capital : 164 million bahtWebsite : www.imhthonburi.comPhone : 02-427-9966FAX : 02-026-3199Intermedical Care and Lab Hospital Public Company Limited holds shares: 99.99%Branch Offices (1)IMH Medical Clinic Suksawat 36Type of Business : Provide medical servicesOffice Location : 142 Suksawat Road, Bang Pakok Subdistrict, Rat Burana District, Bangkok 10140Website : www.imhthonburi.comPhone : 02-405-3940Branch Offices (2)IMH Medical Clinic Ratburana 27Type of Business : Provide medical servicesOffice Location : 205-205/1 Rat Phatthana Road, Bang Pakok Subdistrict, Rat Burana District Bangkok 10140Website : www.imhthonburi.comPhone : 02-405-394167
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 59Branch Offices (3)IMH Medical Clinic Wisetsuk Nakhon 25Type of Business : Provide medical servicesOffice Location : 188/10-12 Pracha Uthit Road, Thung Khru Subdistrict, Thung Khru District, Bangkok 10140Website : www.imhthonburi.comPhone : 02-405-3942Branch Offices (4)IMH Medical Clinic Phetkasem 65Type of Business : Provide medical servicesOffice Location : 1697, 1699 Phetkasem Road, Lak Song Subdistrict, Bang Khae District, Bangkok 10160Website : www.imhthonburi.comPhone : 02-403-8575Branch Offices (5)IMH Medical Clinic Pracha Uthit 29Type of Business : Provide medical servicesOffice Location : 445 Prachuthit Road, Rat Burana Subdistrict, Rat Burana District, Bangkok 10160Website : www.imhthonburi.comPhone : 02-405-8575IMH Bearing Hospital Company Limited or IMH Bearing HospitalType of Business : Private hospital businessOffice Location : 442 Bangwaek Road, Bangwaek, Phasi Charoen, Bangkok 10160Company Registration Number : 0105565130203Registered capital : 1 million bahtWebsite : www.intermedthai.comPhone : 02-865-0044FAX : 02-410-4756Intermedical Care and Lab Hospital Public Company Limited holds shares: 79.99%68
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 60Indirect subsidiarySuksawat Medical Company LimitedType of Business : Carrying out tools trading business Medical equipment and suppliesOffice Location : 146 Suksawat Road, Bang Pakok Subdistrict, Rat Burana District Bangkok 10140Company Registration Number : 0105551104540Registered capital : 36 million bahtAccufas Lab Center Company Limited or IMH Thonburi Hospital holds shares: 99.99%Mahesak Hospital Company LimitedType of Business : Providing medical services (later re-branding) changed name to IMH Silom HospitalOffice Location : 46/7-9 Mahesak Road, Suriyawong Subdistrict, Bang Rak District, Bangkok 10500Company Registration Number : 0105518007255Registered capital : 40 million bahtIMH Silom Company Limited or IMH Silom Hospital holds shares: 79.97%69
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 61Other referencesSecurities Registrar : Securities Depository (Thailand) Co., Ltd.Location : 93 Ratchadapisek Road, Dindaeng, Bangkok 10400Phone : 02-009-9000 Fax : 02-009-9991Auditor : Thamniti AuditIng Company LimitedLocation : 178 Thamniti Building, 6th-7th Floor, Soi Permsub (Prachachuen 20), Prachachuen Road, Bangsue Bangkok 10800Auditor Name : Ms. Soraya Tintasuwan Certified Public Accountant No. 8658 or Ms. Sullit-Aadsawang Certified Public Accountant No. 7517 orMr. Peeradejpongsatiensak Certified Public Accountant No. 4752Phone : 02-596-0500Fax : 02-596-0560Internal Auditor : Kalydit Advisory Company Services Ltd.Location : 637/1 Promphan Building 1, 4th Floor, Room 404 – 405 Ladprao Road, Chomphon Chatuchak, Bangkok 10900Internal auditor name : Mr. Kamnung SaraisaPhone : 081-711713546Email : [email protected] Counsel : Ms. Phusinisa Ruby Gold: Law Office Ruby Gold 168 Ramkhamhaeng 24 Road, Yak 34, Soi 7, Huamark, Bangkapi, Bangkok 1024070
บริษัท โรงพยาบาลอินเตอร์เมดิคัล แคร์ แอนด์ แล็บ จ ากัด (มหาชน)แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 625.2 Other important information – None5.3 Legal disputesAs of December 31, 2023, the Company has no involvement in the arbitration process. Legal Process Claim or being a party in any lawsuit (1) that may have a negative impact on the Company's assets which amounts to more than 5 percent of the shareholders' equity of the Company (2) affecting the Company's business operations significantly but cannot assess the impact in numbers; and (3) which are not caused by the Company's normal business operations5.4 The Company There is only one listed securities on the Stock Exchange of Thailand.5.5 The Company No debt issuance operations in 202371
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 20226072
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 2022616. Corporate Governance PolicyBoard of Directors and Management of the Company We believe that good corporate governance is an important part of creating sustainability for the organization. Therefore, we are committed to management. Adhering to and complying with the principles of good corporate governance in the Company's operations, the Company has established a good corporate governance policy for directors. Executives and employees complyIn 2023, the Company has been assessed on corporate governance by various organizations as follows:1. The Company was evaluated by the Corporate Governance Report of Thai Listed Companies (CGR) 2023 with a scoreof 107 points, at the \"Excellent CG Scoring\" level of the Thai Institute of Directors Association (IOD) with support from the Stock Exchange of Thailand (SET).2. The Company received an assessment score of 98 points from the quality assessment of the AGM Checklist 2023 by the Thai Investors Association.The Company has prepared a clear written good corporate governance policy and periodically reviewed it by the Corporate Governance Committee to help supervise and encourage the Company to operate by the Corporate Governance Code (CG Code) and develop the Company's corporate governance system to be more good governance and efficiency, including overseeing the anti-corruption policy, business ethics and social responsibility policy to be in line with the Company's strategy and good corporate governance guidelines for listed companies on the Stock Exchange of Thailand. The Company has revised the Corporate Governance Principles and related guidelines by categorizing the content clearly to cover important corporate governance principles, and the Company has published the Corporate Governance Policy and Guidelines through the Company's website No. www.imhhospital.com under the topic of Investor Relations for interested parties to study and download. The Company's Good Corporate Governance Policy (CG Code) lays down a code of conduct for the Board of Directors. 8 Main points as follows Summary of Information of Listed CompaniesIMH Company Intermedical Care and Lab Hospital Public Company LimitedserviceMayCG Report : 73
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 2022626.1 Overview of Corporate Governance Policies and PracticesSection 1 Rights of Shareholders1. Facilitation of shareholders' meetings• The Company has facilitated all shareholders to fully exercise their rights through the shareholders' meeting. The meeting is not held on public holidays or holidays for 3 consecutive days or more, and the meeting is held during normal business hours between 08.30 hrs. -4:00 p.m. Adequate time for meetings and meeting venues will be set up in Bangkok, where the head office is located, which has convenient transportation systems near public transportation such as buses, taxis, buses, etc. Skytrain, etc.• The Company provides stamp duty closure service in proxy letters to proxies attending the meeting free of charge at the point of registration to reduce the burden of stamp duty procurement of shareholders.• The Company has established guidelines regarding documents proving the identity of shareholders in the event of proxy for other persons to attend the meeting on their behalf by using copies of documents such as ID cards, copies of driver's licenses, copies of government official cards, copies of passports, and copies of shareholders' certificate of registration without the need for original documents in order not to cause difficulties or limit the rights of shareholders to attend the meeting.2. Pre-Shareholders' Meeting Proceedings• The Company has a policy to authorize shareholders to propose additional agenda items and nominate qualified persons to be elected as directors of the Company, as well as to allow shareholders to submit questions about the Company or about the agenda of the 2023 Annual General Meeting of Shareholders in advance. The Company has published the criteria for granting rights on the Company's website at www.imhhospital.com Investor Relations Section > Information for Investors and also published on the website of the Stock Exchange of Thailand. tooWe are granting shareholders the right to propose meeting agenda and nominate persons to be elected as directors. Also, submit questions in advance for the 2023 Annual General Meeting of Shareholders.Schedule of the 2023 Annual General Meeting of Shareholders• Saturday 29 April 2023 at 13.00 hrs.At S.D. Avenue Hotel (Pinklao), Pinklao Room 3rd Floor( Physical)Grant of the right to propose agenda and nominate persons to be elected as directors. As well as submitting questions in advance.• Tuesday 15 November 2022 – Wednesday 15 February 2023It appears that none of the shareholders proposed the agenda and nominated persons to be elected as directors. Also, submit questions in advance for the 2023 Annual General Meeting of Shareholders.• Company Notification of information to the Stock Exchange of Thailand To disseminate the resolution of the Board of Directors' Meeting regarding the schedule of the 2023 Annual General Meeting of Shareholders immediately or by 09.00 a.m. on the next business day and disclose on the Company's website at www.imhhospital.com Investor Relations Section > Information for Investors in order to enable shareholders and investors to be informed of the schedule and agenda of the meeting quickly.74
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 2022633. Proceedings on the day of the shareholders' meeting• The company has implemented technology to register and collect votes to ensure clear and accurate results.• The Company provides an opportunity for shareholders to register for the 2023 Annual General Meeting of Shareholders 1 hour in advance of the meeting for convenience and speed of reviewing documents. The Company will use the barcode system for accuracy, speed, and transparency.• In Proceedingsof the 2023 Annual General Meeting of Shareholders beforethe commencement of the meeting. The host will introduce the judges. Executives, and Secretaries of Independent Financial Advisory Companies (IFAs) who are responsible for verifying the accuracy of the vote counting at the meeting. The Company's auditors and representatives from the Thai Investors Association to inform shareholders.• The Board of Directors and executives attended the 2023 Annual General Meeting of Shareholders or 100%List of Directors and Executives position Number of times attendedYear 2021 - Year 2023Year 20231. Assoc. Prof. Dr. Thanavath Phonvichai Independent Director / Chairman of the Board of Directors(Directors who do not participate in management)3/3 1/12. Dr. Sittiwat Kamkatwong Director (authorized signatory) / Chairman of the Executive Committee /Chief Executive Officer3/3 1/13. Miss Poramaporn Pavarojkit Director (authorized signatory) / Member of the Executive Committee / Member of the Nomination and Remuneration Committee / Corporate Governance Working Group / Risk Management Working Group / Chairman of the Corporate Social Responsibility Working Group / Deputy Chief Executive Officer3/3 1/14. Dr. Sukhum Karnchanapimai (1) Director / Chief Advisor of the Company(Directors who do not participate in management)1/3 1/15. Mr. Thibdee Mangkalee Director / Member of Service Committee / Chairman of the Risk Management Working Group (Directors who do not participate in management)3/3 1/16. Mr. Boonyarit Kalayanamit (1) Independent Director / Chairman of Audit Committee(Directors who do not participate in management)1/3 1/17. Miss Tiwaporn Kuntasuwon Independent Director / Member of Audit Committee / Corporate Governance Committee / Chairman of Nomination and Remuneration Committee (Directors who do not participate in management)2/3 1/18. Mr. Warokart Tapasanant Independent Director / Member of Audit Committee / Member of Nomination and Remuneration Committee / Chairman of Corporate Governance Committee(Directors who do not participate in management)3/3 1/19. Miss Ratchaneeporn Mokkarawut Executive Director / Acting Accounting Manager / Chief Financial Officer 3/3 1/1Attendance is individual and includes the faculty as a percentage. 95.24 100Remark : (1) Tenure as of March 20, 2023Dissemination of meeting documents and newspaper announcement to call the Annual General Meeting of Shareholders Yearly 2023Schedule of the 2023 Annual General Meeting of Shareholders• Saturday 29 April 2023 at 13.00 hrs.At S.D. Avenue Hotel (Pinklao), Pinklao Room 3rd Floor( Physical)Publication of meeting documents on the Company's website• Wednesday 29 March 2023Newspaper Announcement• Monday 10 April 2023 - Wednesday 12 April 202375
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 202264• The Company will inform the proportion of shareholders who attended the meeting, both shareholders who come in person and their proxy representatives. as well as clarify the procedure and method of voting votes. In addition, at the end of the clarification of the committee on each agenda. The Chairman of the Board of Directors will provide opportunities for shareholders to ask questions and express their opinions in an adequate and appropriate period. The Board of Directors will respond to such inquiries to shareholders and record them in the minutes of the 2023 Annual General Meeting of Shareholders.• In the election of directors The Company allows shareholders to vote for the election of directors individually.Termination of office by term of director for the year 2021 – 2024List of Directors and Executives position Termination of office by term of officeYear 2021Year 2022Year 2023Year 20241. Assoc. Prof. Dr. Thanavath Phonvichai Independent Director / Chairman of the Board of Directors(Directors who do not participate in management)2. Dr. Sittiwat Kamkatwong Director (authorized signatory) / Chairman of the Executive Committee /Chief Executive Officer 3. Miss Poramaporn Pavarojkit Director (authorized signatory) / Member of the Executive Committee / Member of the Nomination and Remuneration Committee / Corporate Governance Committee / Risk Management Committee /Chairman of the Corporate Social Responsibility Working Group / Deputy Chief Executive Officer 4. Dr. Sukhum Karnjanapimai (1) Director / Chief Advisor of the Company5. Mr. Thibdee Mangkalee Director / Member of Service Committee /Chairman of the Risk Management Working Group(Directors who do not participate in management) 6. Mr. Boonyarit Kalayanamit (1) Independent Director / Chairman of the Audit Committee /(Directors who do not participate in management)7. Miss Tiwaporn Kuntasuwon Independent Director / Member of Audit Committee / Corporate Governance Committee / Chairman of Nomination and Remuneration Committee(Directors who do not participate in management)8. Mr. Warokart Tapasanant Independent Director / Member of Audit Committee / Member of Nomination and Remuneration Committee / Chairman of Corporate Governance Committee(Directors who do not participate in management) Remark : (1) Tenure as of March 20, 2023• The Company has a policy to conduct the shareholders' meeting by the agenda as notified in the meeting invitation letter without adding important information during the sudden shareholders' meeting. Also, avoid adding other agenda 76
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 202265items that are not scheduled in advance or changing the order of the agenda or important information without notifying shareholders in advance.• In determining directors' remuneration. Such as regular remuneration, meeting allowances, and other benefits (if any), the Company has clear policies, methods, and criteria. This must be approved by the Nomination and Remuneration Committee and the Board of Directors before presenting to the shareholders' meeting for approval.4. Actions after the Shareholders' Meeting• The Company has published the resolutions of the 2023 Annual General Meeting of Shareholders in both Thai and English versions via the Stock Exchange of Thailand news system and the Company's website at www.imhhospital.com Investor Relations Section > Information for Investors on Tuesday, May 2, 2023.• The Company has published the minutes of the 2023 Annual General Meeting of Shareholders in both Thai and English versions via the Stock Exchange of Thailand news system and the Company's website at www.imhhospital.com Investor Relations Section > Information for Investors on Friday, May 12, 2023.Section 2 Equitable Treatment of ShareholdersSupervision of operations of subsidiaries and associated companies The Company will invest by the policy approved by the Board of Directors by investing in subsidiaries and associated companies. Where deemed appropriate and appropriate The Company shall supervise by sending representatives to represent subsidiaries or associated companies. To manage and comply with the requirements of the Stock Exchange of Thailand. Regardingentering into connected transactions or acquiring or disposing of the Company's assets strictly. If the operation has a significant impact on the Company, approval must be obtained from the Board of Directors' Meeting and/or the shareholders' meeting.Invitation letterThe Company attaches great importance to the equal treatment of each shareholder. Regardless of whether they are major shareholders, minority shareholders, or foreign shareholders, at the Annual General Meeting of Shareholders. Although the majority of shareholders of the Company are Thai, the Company has prepared the invitation letter and related documents in two languages, Thai and English. To facilitate Thai and foreign shareholders, a letter was issued through the Stock Exchange of Thailand. To inform shareholders that the Company has published the complete meeting invitation letter with supporting documents in both Thai and English formats. On the Company's website at categoryRelations > Information for investors Not less than 30 days before the meeting date and arrange the invitation letter for the shareholders' meeting together with supporting documents for shareholders to study in advance of the meeting. Not less than 21 days by Thailand Securities Depository Company Limited as follows:Dissemination and delivery of meeting invitation letter and supporting documents for the 2023 Annual General Meeting of ShareholdersSchedule of the 2023 Annual General Meeting of Shareholders• Saturday 29 April 2023 at 13.00 hrs.At S.D. Avenue Hotel (Pinklao), Pinklao Room 3rd Floor( Physical)Publication of meeting invitation lettersand meeting documents on the Company's website• Wednesday 29 March 2023Delivery of meeting invitation letter and supporting documents to shareholders• Wednesday 29 March 202377
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 202260Section 3 Roles of Stakeholders3.1 Conflict of Interest- Avoid any actions that are contrary to the interests of the Company, whether from dealing with the Company's commercial stakeholders such as business partners, customers, or competitors, or from opportunities or information obtained from being employees of the Company for personal gain and in doing business in competition with the Company or doing work other than the Company's work that affects the Company's responsibilities and duties.- Employees of the Company who have an interest in agreeing to enter into transactions or doing anything are prohibited. Toprevent any conflict of interest that may arise and if any business is done with the Company, either on behalf of the Company, on behalf of the Company, or on behalf of any legal entity in which the employee has the authority to carry out the business in that entity. Employees are required to disclose their interests to the Company before making transactions.- Board of Directors In addition, executives must carefully consider conflicts of interest about connected transactions between the Company and individuals or juristic persons that may be considered conflicts of interest with rational and independent honesty within a good ethical framework with the best interests of the Company in mind.- The executive director must report connected transactions related to the management of the business of the Company or its subsidiaries.3.2 Trading and Insider Use- Directors, executives and employees of the Company at all levels must not use inside information of the Company that is material and has not been disclosed to the public for their own or others' benefit until 24 hours after the information has been disclosed to the public .- Employees of the Company at all levels must maintain and not disclose customer information and trade information as confidential, employees of the Company must not disclose customer information to employees and unrelated third parties, unless it is required by law to disclose the disclosure for litigation or the Board of Directors approves the disclosure in writing.- Directors, executives, employees of the Company, and persons involved in information are prohibited from disclosing or transmitting information or confidentiality of the Company to unrelated persons, including family members, relatives, friends, etc.- The disclosure of information must be done by the management or employees of the company who have authority and duties, the general employee has no duty to disclose the information when asked to disclose information that he or she has no duty to disclose to advise the questioner to ask the person responsible for disclosing that information in order to provide accurate and consistent information.- Do not give advice or guidance on the trading of the Company's securities except in relation to the duties assigned by the Company.- Directors are prohibited. Executives, employees who are in the insider information department and directors of the Company trade the Company's securities within 1 month prior to disclosure. Quarterly and annual financial statements or information affecting securities prices to the public and 2 business days after disclosure of the Company's financial statements and information to relevant departments.- The Managing Director and employees in the accounting and financial department when buying/selling the Company's securities shall prepare a report on such purchase/sale within 2 working days to the Company Secretary for further compliance with the relevant rules.- Directors, executives, managers and employees in the accounting and finance departments must report their holdings or related persons inaccordance with the rules of the Securities and Exchange Act on a quarterly basis to the Company Secretary.3.3 Treatment of Customers- Provide services to customers under fair conditions and based on fair compensation to both parties.- Company employees must be dedicated to developing quality services in accordance with relevant regulations. Reasonable prices keep up with the situation.- Strictly comply with the contracts or conditions agreed upon, in case of failure to comply with any of the conditions, the business partners and/or creditors must be notified in advance to jointly consider solutions.- Maintain customer confidentiality unless the customer consents to the disclosure in writing or in accordance with the law, and shall not use the customer's information for the benefit of himself and related parties.78
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 2022613.4 Treatment of competitors- Directors Executives, Managers and Employees Behave within the framework of good competition rules.- Refrain from seeking confidential information of competitors through dishonest or inappropriate means.- Do not damage the reputation of competitors by making malicious accusations or attacking competitors without reasonable information.3.5 Procurement, procurement and treatment of business partners- In the procurement process, there must be procedures that are verifiable, transparent, fair, and in the best interests of the Company.- Company employees must procure goods and services taking into account their needs, cost-effectiveness, price and quality. No concealment, no prejudice, no discrimination against traders.- When contacting business partners, the contact person shall keep documentary evidence of negotiation, drafting of contracts, contracting and performance of contracts as evidence for use within the period specified by law.- Do not solicit or receive or pay any benefits in bad faith in trading with business partners.- Strictly comply with the terms of the contract, when it is found that the contract cannot be performed or the business partner cannot perform the contract or any other reason that prevents the performance of the contract, report to the supervisor for immediate consultation and further solutions.3.6 Treatment of Shareholders- Perform duties with honesty and caution. To be prudent and fair to both large and minor shareholders for the best interests of shareholders as a whole, as well as to decide to take any action in accordance with professional principles.- The dividend payment policy is appropriate to shareholders and such dividend payment may change depending on the Company's performance, financial position and investment plan.- Establish the Board of Directors and sub-committees to approve the direction of business goals, business plans and annual budgets, taking into account the best interests of the Company, shareholders and stakeholders.- Announce and inform the Company's status, operating results. Accurate financial information, accounting and other reports in accordance with the rules of relevant departments.- Shareholders and stakeholders can report or complain about matters that may cause damage to the Company to the Board of Directors through the Company Secretary in order to gather and screen preliminary facts for further presentation to the Board of Directors or sub-committees.3.7 Treatment of creditors- Treat creditors fairly and do not demand or receive or pay any benefits that are dishonest in trade with creditors.-Strictly comply with the agreed conditions. If any of the conditions cannot be met. Creditors must be notified in advance to jointly consider a solution to the problem.3.8 Responsibility for the environment, community and society as a whole- Responsible for and adhering to and supporting environmental stewardship, education, religion, arts and culture, as well as local customs and traditions where the Company is located to conduct business.- Conduct activities to co-create society, communities and the environment for the communities in which the Company operates. There is a better quality of life, both self-operated and cooperative with the state and the community.- Prioritize accident prevention and control of waste emissions of suppliers in the Company's industrial estates to be at an acceptable standard level and by the rules of relevant agencies.- The Company instills awareness of social and environmental responsibility within the Company, including its business partners, including the use of resources. Various materials or equipment efficiently.3.9 Respect for Human Rights and Fair Treatment of Workers- Prioritize maintaining a safe working environment for employees' lives and property and strictly comply with labor laws.- Do not support unfair labor practices. Child Labour Illegal migrant workers- Prioritize the human rights of employees at all levels.-The Company will select persons to be hired for various positions with fairness, taking into account the qualifications of each position, educational qualifications, experience and other requirements necessary for the job, and treat all employees equally, without discrimination, regardless of gender, age, race, religion, educational institution or any other status that is not directly related to the performance of work.79
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 202262- The appointment, transfer, reward and punishment of employees shall be made in good faith and based on the knowledge, competence and suitability of such employees.- The Company will retain personal information of employees, such as biographies. Disclosure or transfer of personal information of an employee may only be made with the approval of that employee.- Provide fair and appropriate remuneration for duties and responsibilities.- Organize orientation and give employee manuals to all new employees to acknowledge and understand the rights that employees should receive according to fair and ethical employment in various fields and strictly adhere to labor laws.- To develop and provide training to educate directors. Continuously enhance employees' work potential to be efficient and encourage employees to advance in their careers.- Establish a provident fund for employees to encourage employees to save long-term money for themselves and their families when they quit their jobs in retirement, become disabled,or die.3.10 Giving or receiving gifts- Executives and employees of the Company must not solicit or agree to receive money, goods or other benefits from persons related to business with the Company.- Executives and employees of the Company may accept or give such gifts without affecting any business decisions of the recipient.- In the event that it is necessary to accept gifts or other assets of a higher value. 3,000 baht to report to supervisor in hierarchy- Giving or receiving gifts may be done if done in a transparent manner or in an open or disclosed manner.- Executives and employees of the Company shall receive business receptions for the benefit of the Company's business according to the approval authority of the Company's employees and shall avoid receiving business receptions in a manner that exceeds the normal relationship of other persons related to the Company or who will be business partners in the future.3.11 Use of Information and Communication Technology- The Company has a policy to promote and use only legally licensed equipment.- Do not use the Company's computer system to disseminate information that is inappropriate in morals, customs and customs, or violates laws.- In the event that the Company's employees request permission from their supervisors to allow external workers to use the Company's information system, the Company's employee who is the requesting person must control the use of the external worker and be responsible for any damage that may occur to the Company from the use of that information system.- The Company has the right to inspect, search, monitor, investigate, and control the use of information systems of the Company's employees to protect the security of the Company's information systems.3.12 Non-infringement of intellectual assets- Contributions resulting from the performance of duties constitute the intellectual property of the Company.- The Company has a policy not to do anything that would infringe intellectual property, whether it is copyright, patent or trademark, trade secret or other intellectual property as required by law.3.13 Retention and Use of the Company's Assets- Employees of the Company have duties and responsibilities to take care of the Company's tangible and intangible assets from being degraded, lost, and to use them effectively.- All employees of the Company shall strictly avoid the disclosure or exploitation of confidential information.- All employees of the Company must have appropriate control over confidential information.3.14 Management and maintenance of the Code of Conduct- All employees of the Company must strictly comply with the Code of Conduct, if found to have violated or acted contrary to the Code of Conduct, the Company will consider punishment according to the nature of the offense as appropriate.- Executives and supervisors must be good role models in complying with the Code of Conduct and have a duty to supervise and encourage subordinates to comply with the prescribed Code of Conduct.- To request an exemption from compliance with the Code of Conduct for employees and directors, written approval from the Board of Directors is required.- All employees of the Company are obliged to sign an acknowledgement of this Code of Conduct when they become employees and when they change.80
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 2022633.15 Anti-Corruption- Provide training to employees to educate them on the Company's anti-corruption policies and practices.- Provide support and cooperation with government organizations. This includes all sectors of Thai society to reduce corruption and enhance national development.- Directors are prohibited. Executives and employees accept all forms of fraud, both directly and indirectly, including accepting items, giving gifts, receptions, solicitations, donations, and other benefits to themselves from persons doing business with the Company.Everything. The Company has opened channels for stakeholders to report clues. Suggestions or complaints in case of fraud or any action that does not comply with the Company's rules. You can contact the Board of Directors directly by sending a letter to the address below.Company SecretaryIntermedical Care and Lab Hospital Public Company LimitedAddress 442 Bang Waek Road, Bang Waek Subdistrict, Phasi Charoen District, BangkokTel +66 2865-0044-49 Fax +66 2410-4284Section 4 Disclosure of Information and TransparencyThe Company attaches great importance to the disclosure of important information related to the Company. Both financial information and non-financial information are accurate. Complete, timely, transparent through easy access to information It is equitable and credible with the following guidelines:1. The Board of Directors discloses the policy and criteria for determining directors' remuneration that reflects the obligations and responsibilities of each person. including the form and amount of remuneration of each director. 2. The Board of Directors or the person assigned by the Board of Directors shall be obliged to disclose information in accordance with the specified criteria through the channels of the Stock Exchange of Thailand, both periodic reports such as financial statements, annual registration statements (Form 56-1) and annual reports (Form 56-2) and non-periodic reports, as well as disseminate information through the Company's website to be complete regularly and quickly. Stay up to date3. The Board of Directors shall report the results of compliance with the regulatory policy through the Annual Information Report (Form 56-1) One Report.4. The Board of Directors and management will report on their own stakeholders and related persons. According to Section 89/14 of the Securities and Exchange Act B.E. 2551 (2008)5. The Board of Directors will prepare a report on the Board of Directors' responsibilities for financial reports. and prepare the Audit Committee's corporate governance report in the annual report.6. The Board of Directors requires investor relations to regularly disseminate general information of the Company to stakeholders and the general public.7. The Board of Directors encourages the Company to prepare Management Discussion and Analysis (MD&A) for the disclosure of financial statements quarterly. This is to provide investors with better information and understanding of changes in the company's financial position and performance each quarter. In addition to the numerical data in the financial statements alone.8. The Board of Directors shall ensure the disclosure of audit fees and other service fees provided by the auditor.Section 5 Responsibilities of DirectorsResponsibilities of the Board of Directors The Board of Directors plays an important role in corporate governance for the best interests of the Company is responsible for the performance of duties to shareholders and is independent of the management.5.1 Good Corporate Governance PolicyThe Company has prepared the Company's corporate governance policy in writing to be presented to the Board of Directors' meeting to approve the policy. To be a standardized and correct corporate practice. 5.2 Code of Business Conduct The Company has established a Code of Conduct for executives and employees of the Company because ethics and ethics are essential to business operations. It also prevents any incidents that adversely affect the Company's operations and reputation.81
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 2022645.3 Conflict of InterestThe Board of Directors shall ensure that the Company complies with the laws governing securities and exchange, regulations, orders, or requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand, including compliance with the requirements regarding disclosure of connected transactions and the acquisition or disposal of significant assets of the Company, as well as strict compliance with accounting standards set by the Association of Accountants.In addition, the Company shall arrange for the Audit Committee or the auditor or independent experts, as the case may be, to examine and give an opinion on the appropriateness of the price and reasonableness of the transaction, and shall disclose such related transactions in the notes to the financial statements that have been audited or reviewed by the Company's auditors. Annual Information Report Form (Form 56-1) One Report5.4 Internal Control SystemThe Company attaches importance to the internal control system for both the management and operational levels, so the scope of duties and authority has been clearly defined in writing. There is supervision to maximize the use of assets and separation of responsibilities for approval. Accounting and information records and asset custody are kept separate to ensure proper balance and checks between each other. In addition, there is internal control over the financial system, whereby the Company provides a financial reporting system to the line executives in charge. The Internal Audit Office will be responsible for auditing the internal control system and reporting directly to the Audit Committee.5.5 Risk Management Policy 5.5.1 All parties are responsible for preparing a risk assessment schedule. Determine risk indicators and prepare reports related to risks by the Company's risk management procedures.5.5.2 The identification and control of risks affecting the objectives will be systematically prepared so that the risks are at the level that the Company Acceptable 5.5.3 In determining which risks are acceptable, for example, ifthe risk is so high that it is not worth the result or is not worth the cost of building a system to manage or prevent risks, or it is a risk beyond the control of the Company, i.e. caused by external factors that cannot be controlled. It must be approved by the Board of Directors. 5.5.4 When employees see or acknowledge a risk that may affect the Company, they must immediately report that risk to the relevant parties for further management. 5.5.5 Compliance with this risk management policy must be strictly and continuously observed under the supervision of the Company's management. 5.5.6 To have company-wide risk management with the participation of employees at all levels in the company and systematic and continuous management to establish a standardized risk management process throughout the company. 5.5.7 To monitor and evaluate the risk management results that are regularly reviewed and improved. Risk management is part of normal operations. Policy on the preparation of the succession plan for the position of the chief executive.The Company has a plan to select personnel who will be responsible for key management positions at all levels appropriately and transparently to ensure that the Company has professional executives with a succession plan covering the position. as follows.1. Level Chief Executive OfficerWhen a level management position The Chief Executive Officer is vacant or the person in office is unable to perform the duties of the position. The Company will have a system for executives at a nearby level or subordinate level to serve in the position until the recruitment and selection of qualified persons according to the criteria specified by the Company. The candidate must be a person with vision, knowledge, competence, and experience suitable for the organizational culture by considering the Nomination and Remuneration Committee as the nominee to propose to the Executive Committee for approval to appoint a suitable person to fill the position.2. Executive levelWhen an executive position from director upwards becomes vacant or the person in the position is unable to perform the duties of the position. The Company will propose the selected successors to the Board of Directors. The succession planning process at the executive level is as follows:82
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 2022651. Analyze the Company's business situation in terms of the Company's strategy, policies, investment plans, and expansion plans.2. Assess the readiness of manpower in line with the Company's strategy both in the short and long term.3. Formulate a workforce readiness plan by developing employees or recruiting employees to prepare to replace those who leave.4. Create a recruitment and employee training and developmentplan in advance before employees retire or leave their positions early.5. Define competencies, which refer to the knowledge, skills, personality, and desirable attitudes of employees in that position, and prepare an individual development plan.6. Select, evaluate, and evaluate the potential of employees to determine suitability.7. Use personnel testing and evaluation tools to analyze employees' potential.8. Identify successors from potential assessment and analysis. Employee Performance Employees must be notified in advance to prepare for handover and learning on the job, and find an alternate successor.9. Develop and evaluate employees who are expected to be heirs to be able to develop and produce results as expected. If it is not as expected, changing the abbreviation can be done.Nomination of Directors and Executives.Composition and Nomination of the Board of Directors The selection of persons to be directors of the Company is not through the nomination committee. The nomination of directors is the duty and responsibility of the Board of Directors, which will be considered according to the qualification criteria under Section 68 of the Public Limited Companies Act B.E. 2535 (1992) and the relevant notifications of the Securities and Exchange Commission. In addition, the Board of Directors is selected from qualified persons with backgrounds and expertise from various fields, which will have a positive impact on the Company's operations. To give advice and opinions on various matters. From the perspective of those with hands-on experience. Leadership Broad vision, morality, and ethics Have a transparent track record and have the ability to express opinions independently and then submit the list to the shareholders' meeting for consideration and appointment.The election of the Board of Directors of the Company shall be conducted by the shareholders' meeting by the following rules and procedures:1. The Board of Directors consists of at least 5 directors and not less than half of the total number of directors. Must be a resident of the kingdom Appointment of directors The shareholders' meeting shall elect directors by the following rules and procedures:1) One shareholder has a vote equal to one share per vote.2) In the selection of directors The method of voting may be used to elect individual directors. However, in each resolution, the shareholders must vote with all the votes by Clause 1.1.3) The vote to elect directors shall be by majority vote. The person who receives the highest number of votes in descending order shall be elected as a director. As far as the number of directors to be elected at that time. If the next elected person has the same number of votes overthe number of directors to be elected at that time, the Chairman shall cast the casting vote.2. The Board of Directors shall have at least one-third of the total independent directors and not less than three independent directors holding shares not exceeding one percent of the issued and paid-up registered capital of the Company and related companies, including shares held by related persons, and shall be qualified according to the Notification of the Capital Market Supervisory Board No. Torjor 28/2008. Re: Application for permission to offer newly issued shares dated December 15, 20083. At every Annual General Meeting of Shareholders The directors shall retire from office by one-third of the total number of directors present. If the number of directors to be divided into three parts cannot be straightened. It is given out by the nearest number to a third party. Directors who retire in the first and second years after the registration of the company shall be by lottery or agreed upon by the Board of Directors who will retire, and in subsequent years, the director who has been in office for the longest time shall retire. Directors who retire from office under the term of office herein may be re-elected as directors. 83
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 202266If the position of a director becomes vacant due to reasons other than the expiration of the term, the Board of Directors shall elect a person who has qualifications and does not have characteristics prohibited by the law on public limited companies to be a replacement director at the next meeting of the Board of Directors. Unless the term of director is less than two months, the person who becomes such director shall4. He may serve as a director only for the remainder of the term of office of the director he represents. Such resolution of the Board of Directors shall consist of a vote of not less than threefourths of the remaining directors.5. The shareholders' meeting may vote to remove any director from office before the expiration of the term. With a vote of not less than three-fourths of the number of shareholders present at the meeting and entitled to vote, and not less than one-half of the total number of shares held by the shareholders present and entitled to vote.Appointment of Company SecretaryThe Board of Directors appointed the Company Secretary Ms. Sirilak Rahong. On November 15, 2016 (Board of Directors No. 3/2016) who is qualified It provides advice on laws and rules that the Board of Directors would like to know in order to support the operation of the Board of Directors, and disclosed the qualifications and experience of the Company Secretary. In the annual report The company secretary is encouraged to continuously improve knowledge. Regularly for the benefit of performing duties.Scope of authority The duties and responsibilities of the Company Secretary are as follows:(1) Prepare and maintain a register of directors. Notice of the Board of Directors' Meeting Minutes of the Board of Directors' Meeting Annual Report of the CompanyNotice of the Shareholders' Meeting Minutes of the Shareholders' Meeting On behalf of the Company and/or the Board of Directors(2) To maintain reports of interests reported by directors or executives on behalf of the Company and/or the Board of Directors.(3) Take any other action as prescribed by the Capital Market Supervisory Board and send a copy of the report of interest under Section 89/14 prepared by the directors to the Chairman of the Board of Directors and the Chairman of the Audit Committee within 7 business days from the date the Company receives such report on behalf of the Company and/or the Board of Directors.(4) Provide basic legal advice. The Company's policies and regulations that the Board of Directors would like to know and monitor to ensure proper compliance regularly, including reporting significant changes in requirements and/or laws to the Board of Directors.(5) To hold shareholders' meetings and Board of Directors meetings by the law. Articles of Association and Related Code of Conduct(6) Record the minutes of the shareholders' meeting and the Board of Directors' meeting, as well as monitor compliance with the resolutions of the shareholders' meeting and the Board of Directors' meeting.(7) To ensure the disclosure of information and information reports in the area of responsibility to relevant agencies in accordance with the regulations and requirements of such agencies.(8) To oversee the activities of the Board of Directors and any other actions in accordance with laws and/or as prescribed by the Capital Market Supervisory Board and/or as assigned by the Board of Directors.(9) Company secretaries receive continuous training and knowledge development.Board of Directors Performance Evaluation Sub-Board of Directors and Chief Executive Officer The Company has arranged an assessment of the Board of Directors. Sub-committees and Chief Executive Officer at least annually 1 and disclose the guidelines. The procedure and assessment results are pictured in the annual report.1. Board Performance Evaluation ruleThe Company conducts an annual performance evaluation of the Board of Directors at least once a year using the Board of Directors' self-assessment guidelines. from the Stock Exchange of Thailand to adapt to suit the nature and structure of the Board of Directors. To serve as a framework for monitoring the performance of the Board of Directors' duties and encouraging joint consideration of performance and problems on various issues related to the Company's operations and good corporate governance. The overall assessment process and results are included in the annual report.84
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 202267Topics for evaluating the performance of each committee are as follows:1. Structure and qualifications of the Board of Directors2. Roles, Duties and Responsibilities of the Board of Directors3. Board of Directors Meeting4. Duties of Directors5. Management Relationship6. Personal Development of Directors and Executive DevelopmentTopics for evaluating the performance of the personnel committee are as follows:1. Structure and qualifications of the Board of Directors2. Meetings of the Board of Directors3. Roles, Duties and Responsibilities of the Board of DirectorsprocedureThe Company conducts annual assessment of the Board of Directors' performance. The Company Secretary will send the assessment form to each director. The results of the assessment will be discussed at the Board of Directors' meeting, and the recommendations received from the Board of Directors' performance evaluation will be used to improve the effectiveness of the Board of Directors' work. To maximize the benefits of corporate governance. Scoring Criteria and Assessment SummaryPoints Earned Criteria4 first-rate3 Very good2 good1 moderately0 Should improveIn summary, the evaluation of the performance of the Board of Directors. as follows:Assessment Results Points EarnedPerformance Evaluation of the Board of Directors Individual4.00Performance Evaluation of the Board of Directors Faculty4.002. Sub-committee Performance Evaluation ruleThe Board of Directors provides an annual performance evaluation of each sub-committee. At least once a year on topics related to leadership, roles and responsibilities, policy formulationand practice. Board of Directors Meeting Management and Relations with Related PartiesThe Company conducts an annual performance evaluation of the Board of Directors at least once a year using the Board of Directors' self-assessment guidelines. from the Stock Exchange of Thailand to adapt to suit the nature and structure of the Board of Directors. To serve as a framework for monitoring the performance of the Board of Directors' duties and encouraging joint consideration of performance and problems on various issues related to the Company's operations and good corporate governance.The overall assessment process and results are included in the annual report.procedureThe Company arranges for the performance evaluation of each sub-committeeto evaluate the performance of the previous year. To evaluate the performance of each sub-committee and to discuss the results at the Board of Directors' meeting. To evaluate the performance of each sub-committee and to discuss the results at the Board of Directors' meeting. Scoring Criteria and Assessment SummaryPoints Earned Criteria4 first-rate3 Very good2 good1 moderately0 Should improve85
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 202260The summary of the performance evaluation of the sub-committees is as follows:Assessment Results Points EarnedPerformance Evaluation of the Audit Committee on an Individual basis 4.00Performance evaluation results of the Audit Committee on a board-by-board basis 4.00Performance Evaluation of the Executive Committee on an Individual basis 4.00Performance evaluation results of the Executive Committee on a board-by-board basis 4.00Performance Evaluation of the Nomination and Remuneration Committee Individual 4.00Performance Evaluation of the Nomination and Remuneration Committee Faculty 4.00Performance Evaluation of the Corporate Governance Working Group Individual 4.00Performance Evaluation of the Corporate Governance Working Group Faculty 4.00Performance Evaluation of the Corporate Social Responsibility Working Group Individual 4.00Performance Evaluation of the Corporate Social Responsibility Working Group Faculty 4.00Individual Performance Assessment of the Risk Management Working Group 4.00Performance Evaluation of the Risk Management Working Group 4.003. Chief Executive Officer Performance Evaluation ruleThe Board of Directors conducts an annual performance evaluation of the Chief Executive Officer. At least once a year on leadership topics. Defining and implementing strategic plans Financial Planning and Performance Relationship with the Board of Directors External relations Management and Personnel Relations Succession Product and Service Knowledge Risk management and internal control, corporate governance,and personal characteristics using assessment guidelines from the Stock Exchange of Thailand.Topics for evaluating the performance of the Chief Executive Officer are as follows:1. leadership 6. External relations2. Strategy formulation 7. Management and Personnel Relations3. Follow the strategy 8. Ten Positions4. Financial Planning and Performance 9. Product and service knowledge5. Relationship with the Board of Directors 10. Personal featuresprocedureThe Board of Directors has organized an assessment of the Chief Executive Officer's performance in the past year and the results will be discussed at the Board of Directors' meeting and determine the appropriateness of remuneration.Scoring Criteria and Assessment SummaryPoints Earned Criteria4 first-rate3 Very good2 good1 moderately0 Should improve86
ANNUAL REGISTRATION STATEMENT / ANNUAL REPORT 202261The summary of the performance evaluation of the Chief Executive Officer is as follows:Performance Evaluation Results of the Chairman of the Executive Committee4.00The performance evaluation of the Chief Executive Officer (CEO) for the year 2023 received an average score of 4.00, which is an \"excellent\" assessment result.Development of Directors and ExecutivesThe Board of Directors promotes and facilitates training and education for stakeholders in the Company's corporate governance system, such as directors, audit committees, executive directors, company secretaries, executives, etc., in order to continuously improve their operations. Training and education are done internally or using the services of external institutions.Orientation of new directors and enhancement of knowledge for directorsThe Company stipulates the orientation of new directors every time a new director is appointed. Documents and information useful for the performance of duties of new directors, such as organizational structure. The Company has assigned the Company Secretary to introduce the new directors to the obligations and responsibilities of the directors.In 2023, the Company There are directors who have taken up new positions. 2 persons1. Mr. Boonyarit Kalayanamit Independent Director / Chairman of Audit Committee2. Dr. Sukhum Karnchanapimai Director / Chief Advisor of the Company6.2 Code of ConductThe Company has established a Code of Conduct for executives and employees of the Company because ethics and ethics are important to business operations. In addition, the Company has disclosed its business ethics on its website www.imhhospital.com6.3 Key changes and developments in policy Guidelines and Corporate Governance System in the Past Year Compliance with Good Corporate Governance PrinciplesHowever, in the event that the Company fails to comply with the principles of good corporate governance in any matter. The Company has a policy to apply such principles as much as possible as necessary, appropriate, and in accordance with the overall situation.Untreated clauses Reason and necessityTHE COMPANY SHOULD PREPARE A SOCIAL RESPONSIBILITY REPORT AS PART OF THE ANNUAL REPORT OR AS A SEPARATE SUSTAINABILITY REPORT IN ACCORDANCE WITH THE FRAMEWORK OF THE GLOBAL REPORTING INITIATIVE (GRI).At present, the Company has prepared a corporate socialresponsibility report as part of the form. 56-1 ONE REPORT ACCORDING TO THE CRITERIA OF THE STOCK EXCHANGE OF THAILAND87
แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 7. Corporate Governance Structure and Importance InSubcommittee,Management Team, Human Resource a7.1 Corporate Governance Structure Management structure of the company as of December 31, 2023 ExecutivNomination and Remuneration Committee Medical Manager การแพทย์Nursing Manager การพยาบาลmanager MarketingLaboratory Manager (LAB)On-site Operations ManagerManager Branch ManagementChief Marketing Officer Deputy ChieDirector-General Medical & NursingProcessing ManagerBoard Chief ExeOn-site Resource Management Manager
102nformation about the Board Structure, and Other Informationve CommitteeAudit CommitteeInternal Audit DepartmentCompany Secretary Director-General Financial AccountingManager FinanceManager AccountingDirector-General General AdministrationManager PurchasingPersonnel Management บุคคลef Executive Officer of Directorsecutive OfficerIT Manager IT Manager SupportInnovation88
แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 1031. Board of Directors As of December 31, 2023, the Board of Directors There are a total of 8 persons, consisting of 6 non-executive directors, of whom 4 are independent directors and 2 are executive directors. They are qualified persons according to the Public Limited Companies Act. Laws regarding securities and stock exchange Company regulations and does not have characteristics indicating a lack of suitability to be trusted to provide management services for activities in which the public is a shareholder as specified by the Securities and Exchange Commission. Including having experience that is beneficial to business operations. and can use honest and independent judgment with a variety of knowledge and expertise appropriate to the business according to the composition and qualifications of the committee (Skill Matrix) necessary to perform duties in response and in line with the Company's strategy. The directors have expertise in various fields such as finance, accounting, and management. business administration, etc.List of namesPositions on the Company's Board of Directors and sub-committees as of 31 December 2023Date of becoming a directorNon-Executive Director1. Assoc. Prof. Dr. Thanawat Polvichai Independent Director Period 1 : 3 February 2020 - 30 April 2022Chairman of the Board of Directors Period 2 : 30 April 2022 - Present2. Mr. Boonyarit Kalayanamit Independent DirectorChairman of the Audit CommitteePeriod 1 : : 1 June 2023 - present3. Dr. Sukhum Karnjanapimai DirectorChairman of the Company's AdvisorPeriod 1 : : 1 June 2023 - present4. Mr. Thibdee Mangkalee Director Period 1 : 7 January 2020 - 16 April 2021 Chairman of the Risk Management Working Group Period 2 : 16 April 2021 - PresentExecutive Director5. Miss Tiwaporn Kuntasuwon Independent Director Period 1 : 31 May 2018 – 23 April 2020Member of the Audit Committee Session 2 : 23 April 2020 – PresentDirectorChairman of the Nomination and Remuneration CommitteeCorporate Governance Working Group6. Mr. Warokart Tapasanant Independent Director Period 1 : 31 May 2018 – 16 April 2021Member of the Audit Committee Period 2 : 16 April 2021 - PresentDirectorMember of the Nomination and Remuneration CommitteeChairman of the Corporate Governance Working GroupExecutive Director7. Dr. Sittiwat Kamkatwong Chief Executive Officer Period 1 : 31 May 2018 – 18 April 2019 Chief Executive Officer Period 2 : 18 April 2019 - 30 April 2022Director Period 3 : 30 April 2022 - Present8. Miss Poramaporn Pavarojkit Executive Director Period 1 : 31 May 2018 – 18 April 2019 Deputy Chief Executive Officer Period 2 : 18 April 2019 - 16 April 2021Director Period 3 : 16 April 2021 - PresentMember of the Nomination and Remuneration Committee89
แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 104In 2023, no company directors resigned from their positions during the year. Directors who have the authority to sign on behalf of the companyDirectors authorized to sign to bind the company Consisting of Mr. Si t t i wat K a m k a t wo ng, co-signed with Ms. Poramaporn Pavarojkit, combined into two people and affixed with the company's sealScope of authority and duties of the Board of Directors1. The committee has authority. Duties and responsibilities in managing and operating the company's business in accordance with the law, objectives, and regulations of the company. as well as the resolutions of the shareholder meeting with honesty and carefully protect the interests of the company2. Arrange committee meetings at least once every 3 months.3. Ensure that the company has an appropriate and efficient accounting system. and provide reliable financial reporting and auditing. Including providing an adequate and appropriate internal control system and internal audit system.4. Arrange for preparation of the company's balance sheet and profit and loss statement at the end of the company's accounting period. which the auditor has examined and present to the shareholder meeting for consideration and approval.5. Set goals, guidelines, policies, and business operations plans. Group budget Including monitoring and supervision (Monitoring and Supervision) administration and management of the group of companies. To be in line with the policies, plans, and budgets that have been set in an efficient manner. and in accordance with relevant laws, announcements, regulations and criteria. related matters of the Capital Market Supervisory Board Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, such as related transactions Acquisition or disposal of important assets As long as it is not contrary to or inconsistent with other laws.6. Consider, review, inspect, and approve policies, directions, strategies, and business operations plans. of the company proposed by the management7. Continuously monitor operations to be in line with plans and budgets.8. Consider setting risk management policies (Risk Management) to cover the entire organization. and supervise that there is a system or process for managing risk with supporting measures and control methods to appropriately reduce the impact on the company's business.9. Consider determining the management structure. Has the power to appoint sub-committees. Chief Executive Officer and other subcommittees as appropriate Including determining the scope of authority and duties of such persons. However, the delegation of authority within the specified scope of authority and duties must not be in the nature of delegating authority that causes the subcommittee to Chief Executive Officer and various sub-committees The aforementioned can consider and approve transactions that may have conflicts of interest or any other conflicts of interest with the company or subsidiaries (if any), except for approving transactions that are in accordance with the policies and criteria considered and approved by the board of directors. Already approved10. Prepare the annual report of the committee. and is responsible for the preparation and disclosure of financial statements To show the financial status and operating results of the past year. and present to the shareholder meeting for consideration and approval.11. The committee may authorize one or more directors or any other person to act on behalf of the committee under the control of the committee. or may authorize such person to have authority as the board deems appropriate and within a period of time that the board deems appropriate. The committee may cancel, revoke, change or amend that authorization. You can do it when you see fit.However, the delegation of authority must not be in the nature of delegating authority that allows such person to consider and approve items that he or any person may have a conflict with. have a vested interest Or there may be conflicts of interest in any other manner that will occur with the company or its subsidiaries (if any) as defined in the announcement of the Capital Market Supervisory Board. and/or the Stock Exchange of Thailand and/or any other announcements from relevant agencies Except for approving items that are in accordance with the policies and criteria that the board has already considered and approved.Term of office and appointment of company directorsIn the election of the company's board of directors It will be done by the shareholder meeting according to the following rules and procedures.1. The Company's Board of Directors consists of at least 5 directors and not less than half of the total number of directors. Must have residence in the Kingdom Appointment of the committee The shareholder meeting shall elect directors according to the following criteria and methods.1.1 One shareholder has one vote per share.1.2 In selecting directors May use the method of voting to select individual directors. One person at a time or several people at a time As the shareholder meeting deems appropriate. But in each resolution, shareholders must vote with all the votes they have according to Section 1.1. Votes cannot be divided among any person.1.3 Voting for election of directors shall be by majority vote. Persons receiving the highest number of votes in descending order is 90
แบบแสดงรายการข้อมูลประจำปี / รายงานประจำปี 2565 105elected as a director equal to the number of directors that should be or will be elected at that time In the event that the persons elected in descending order have the same number of votes, the number of directors that should be or should be elected at that time is exceeded. Let the chairman have the deciding vote.The Board of Directors must have independent directors not less than one-third of the total board of directors. and there are not less than 3 people with independent directors holding shares not exceeding one percent of the issued and paid-up capital of the company and2. Related companies including shares held by related persons and having the qualifications according to the announcement of the Capital Market Supervisory Board No. TorChor. 28/ 2008 regarding requesting permission to offer newly issued shares, dated December 15. 20083. At every annual general meeting of shareholders, one-third of the total number of directors shall retire from office. If the number of directors cannot be divided into three parts, then the number closest to one-third shall be removed. Directors who will retire from office in the first and second years after the registration of the company shall be drawn by lottery or agreed upon by the board of directors as to who will retire. And in the following years, the director who has been in office the longest will retire from office. Directors whose term of office expires under this section may be re-elected as new directors.4. In the case where the position of director is vacant due to reasons other than retirement at the end of the term. The board of directors shall select a person who has qualifications and does not have prohibited characteristics according to the law on public limited companies to be a replacement director at the next board meeting. unless the director's term is less than two months remaining. The person who becomes a director will hold the position of director only for the remaining term of the director he or she replaces. The said resolution of the board must consist of votes of not less than threefourths of the number of remaining directors.The shareholder meeting may vote to remove any director from his position before the end of his term. With a vote of not less than threequarters of the number of shareholders who attended the meeting and had the right to vote. and have shares totaling not less than half of the number of shares held by shareholders who attended the meeting and had voting rights.Scope of powers, duties and responsibilities of the Chairman of the Board of Directors1. Play a role in jointly setting the meeting agenda together with the Executive Chairman.2. Encourage the Board of Directors to attend the Board of Directors' meeting and the shareholders' meeting. Including leading and controlling meetings to achieve results effectively3. Support the committee to participate in meetings. and allocate sufficient time in meetings for management or related persons to present information Including supporting and providing opportunities for directors to ask questions and express their opinions freely. Control issues, discussions, and summarize meeting resolutions.4. Help, advise, and give opinions that are beneficial to the company's business operations.5. Consider matters that may have conflicts of interest. in order to be accurate and transparent6. Support and encourage the Board of Directors. Perform duties according to the scope, authority, duties and responsibilities of the committee. To achieve the objectives according to the law, the charter and in accordance with the principles of good corporate governance of the company.7. Strengthen good relationships between company directors. Whether it is an independent director Directors who do not participate in management and executive directors Including the relationship between company directors and management.7.3 Sub-committeesBoard of Directors It was resolved to appoint 6 sub-committees, consisting of the Audit Committee. Nomination and Remuneration Committee Executive Committee Risk Management Working Group Corporate Governance Working Group and the working group on social responsibility which has divided the duties of various sub-committees clearly stated By specifying the scope of authority, duties and responsibilities in the policy and charter of each sub-committee.The Company has disclosed the directorship positions in other companies of each director. in the history of the committee There is no director holding directorship positions in more than 5 listed companies.91